Termination by Executive on Voluntary Basis Sample Clauses

Termination by Executive on Voluntary Basis. In the event that Executive voluntarily terminates employment hereunder without Good Reason, as defined below, Executive shall be, subject to Section 7.5, entitled to receive: a. Executive’s accrued but unpaid Base Compensation and any accrued but unpaid or otherwise vested benefits to which Executive is entitled in the event of such a termination under the terms of any Penn Millers System benefit or incentive plan; b. If Executive’s voluntary termination of employment is by reason of his normal retirement at or after age 65: i. A pro-rata payment from the Success Sharing Plan (or other annual incentive plan in effect) based on the number of full months that have elapsed from the start of the current annual performance period to the date of Executive’s termination of employment and actual annual performance through the end of the current annual performance period to the extent that at the conclusion of such period, such award is deemed earned, payable at the time such award would otherwise have been paid had Executive’s employment not terminated, but in no event later than March 15 of the calendar year following the end of such performance period; and ii. pro-rata vesting of any unvested and outstanding performance-based equity awards granted to Executive, based on the number of full months that have elapsed from the date of grant of such award to the date of Executive’s termination of employment and actual performance through the end of the applicable performance period to the extent that at the conclusion of such period, such awards are deemed earned, payable in-kind at the time such award would otherwise have been paid had Executive’s employment not terminated, but in no event later than March 15 of the calendar year following the end of the applicable performance period; provided, however, that (i) to the extent the benefits provided in this Subsection conflict with the terms of any plan or other agreement under or pursuant to which any equity awards were granted, the terms of such plan or other agreement shall control, and (ii) this Subsection shall not apply to payments or awards made or granted under any plan or other agreement designed to replace Executive’s benefits under the Penn Millers Holding Corporation Supplemental Executive Retirement Plan (the “SERP”), if any (with any such payments or awards shall be subject to the terms and conditions of any such plan or agreement); and c. If Executive’s voluntary termination of employment would amount t...